|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
|
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/15/22 Prologis, Inc. S-3ASR 9/15/22 12:2.3M Toppan Merrill/FA Prologis Sterling Finance LLC Prologis Yen Finance LLC Prologis, L.P. Prologis Euro Finance LLC |
Document/Exhibit Description Pages Size
1: S-3ASR Automatic Shelf Registration Statement by a HTML 1.25M
Well-Known Issuer
2: EX-5.1 Opinion of Counsel re: Legality HTML 27K
3: EX-8.1 Opinion of Counsel re: Tax Matters HTML 14K
6: EX-23.3 Consent of Expert or Counsel HTML 8K
7: EX-23.4 Consent of Expert or Counsel HTML 8K
8: EX-25.1 Statement of Eligibility to Act as a Trustee HTML 113K
9: EX-25.2 Statement of Eligibility to Act as a Trustee HTML 113K
10: EX-25.3 Statement of Eligibility to Act as a Trustee HTML 109K
11: EX-25.4 Statement of Eligibility to Act as a Trustee HTML 111K
12: EX-FILING FEES Filing Fees HTML 56K
4: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 8K
5: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 8K
Exhibit 8.1
|
Prologis, Inc. |
71 South Wacker Drive
T: +1 312 782 0600 F: +1 312 701 7711 mayerbrown.com |
| Re: | Status as a Real Estate Investment Trust; Information in the Registration Statement under “United States Federal Income Tax Considerations” |
Ladies and Gentlemen:
In connection with the filing of a Registration Statement on Form S-3 with the Securities and Exchange Commission on September 15, 2022 (the “Registration Statement”), by Prologis, Inc., a Maryland corporation (the “Company”); Prologis, L.P., a limited partnership organized under the laws of the State of Delaware; Prologis Euro Finance LLC, a limited liability company organized under the laws of the State of Delaware; Prologis Yen Finance LLC, a limited liability company organized under the laws of the State of Delaware; and Prologis Sterling Finance LLC, a limited liability company organized under the laws of the State of Delaware, you have requested our opinions concerning (i) the qualification and taxation of the Company as a real estate investment trust (“REIT”) and (ii) the information in the Registration Statement under the heading “United States Federal Income Tax Considerations.”
In formulating our opinions, we have reviewed and relied upon the Registration Statement, such other documents and information provided by you, and such applicable provisions of law as we have considered necessary or desirable for purposes of the opinions expressed herein.
In addition, we have relied upon certain representations made by the Company relating to the organization and actual and proposed operation of the Company and its relevant subsidiaries. For purposes of our opinions, we have not made an independent investigation of the facts set forth in such documents, the representations from the Company or the Registration Statement. We have, consequently, relied upon your representations that the information presented in such documents or otherwise furnished to us accurately and completely describes all material facts.
Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including
Mayer Brown
LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
and Tauil & Chequer Advogados
(a Brazilian partnership).
C:
Page 2
Our opinions expressed herein are based on the applicable laws of the State of Maryland, the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder, and the interpretations of the Code and such regulations by the courts and the Internal Revenue Service, all as they are in effect and exist at the date of this letter. It should be noted that statutes, regulations, judicial decisions, and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. A material change that is made after the date hereof in any of the foregoing bases for our opinions, could adversely affect our conclusions.
Based upon and subject to the foregoing, it is our opinion that:
1. Beginning with the Company’s taxable year ending December 31, 1997, the Company has been organized in conformity with the requirements for qualification as a REIT under the Code, and the Company’s actual and proposed method of operation, as described in the Registration Statement and as represented by the Company, has enabled it and will continue to enable it to satisfy the requirements for qualification and taxation as a REIT under the Code.
2. The information in the Registration Statement under the heading “United States Federal Income Tax Considerations,” to the extent that it constitutes matters of law or legal conclusions, has been reviewed by us and is correct in all material respects.
Other than as expressly stated above, we express no opinion on any issue relating to the Company or to any investment therein. This opinion letter is being furnished solely in connection with the filing of the Registration Statement. We disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of the name of our firm in the Registration Statement. In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act.
Sincerely,
/s/ Mayer Brown LLP
C:
| This ‘S-3ASR’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 9/15/22 | 8-K, EFFECT | ||
| 12/31/97 | 10-K, 8-K | |||
| List all Filings | ||||
